Here on Galvan prime we see a tour is being given to kids at a museum.

Tour guide: Welcome, children, to the Galvan museum Hall of predators. Despite our diminutive size, we Galvans have used our innate intellect to outwit and defeat every existing predator in the galaxy. Except one. *Shows the skeleton of the their predator* Behold Omnivoracious.

Children: Ooh! Ahh!

Tour guide: These fossilized bones are

all that remains of what was once the swiftest, fiercest, most cunning and determined predator in the known universe. Indeed, the Galvan race might never have survived, but for a freak asteroid collision… ...and a fluke of extreme climate change that wiped out Omnivoracious millions of years ago. *Walks off with the kids following her* Now if you'll follow me into the Azmuth pavilion of astounding Galvan brilliance.

Just then we see Dr. Psychobos, Zed, Malware, and Khyber come in.

Dr. Psychobos: "Astounding

Galvan brilliance"? More like persistently pervasive dumb luck. *Khyber gets the DNA from Omnivoracious* But then again, I have always asserted that the Galvans are far more lucky than s-smart.

Khyber: *Puts the DNA into the Nemetrix*

That luck is about to run out.

Mechamorph guard: You there!

Step away from the fossils!

Malware grabs the two guards as he electrocutes them as they turn to stone.

Malware: Soon the entire Galvan race will wish

they had perished along with their former predators.

Meanwhile we open to Rook's truk where we see (F/N), Ben, and Paulina are bored.

Paulina: *Yawns* Man there is no crime today.

(F/N): You said it hun, I almost wish something bad would happen.

Ben: Ehh! Yeah you said it sis, This patrol is a real yawn fest.

Rook: There are festivals for yawning?

Paulina: Rook, it's an expression.

Ben: And it means "I'm bored."

We then see Ben started pressing some buttons on the Truk much to everyone's annoyance.

Rook: Would you please stop that?

Ben: *While pressing buttons* Can't help it. When I'm bored, I fiddle.

The truk turns into its ship form and then back to normal as Ben pressed another button which activate the boosters.

(F/N) and Paulina: Ben! *Hug each other*

Rook: It is a wonder you have not destroyed the Omnitrix with your "fiddling".

Rook then slams the brakes making everyone hit the window.

(F/N): Ben, the next time you're bored fiddle with something that doesn't get us all killed.

Paulina: Or put the universe in danger.

Ben: Noted, and actually, more than once.

(F/N): Even when we were kids.

Paulina: Really?

(F/N): Yep.

Rook: Perhaps we could pass

the time more constructively

with conversation. We have been teammates for

a while now, yet we barely know the first thing about one another.

Ben: What do you want to know? Favorite color?Favorite food? Hobbies?

Rook: Green, chili fries, collecting something called "sumo slammers." All obvious within minutes of meeting you.

Paulina: Hm, I bet you don't know anything about me.

Rook: Pink, (F/N), Roxie, someone called "Star" formally Danny Phantom, anything that is low and on your diet, collecting something called "Sayonara Pussycat" all obvious within seconds of meeting you.

Paulina: Wow, that's impressive.

Ben: Right. You want more personal stuff. Worst fear, first crush, distinctive body marks.

Rook: Peacocks, Patty Berkenfeld ... 3rd grade, scar on your lower back in the shape of something called "New Jersey."

Ben: What?

Rook: I read your file.

Ben: Those Plumber background checks are thorough. As in T.M.I. thorough.

Paulina: Wait, I thought you and Ben are afraid of clowns.

(F/N): I was, but Ben still is, *whispers* He just doesn't want to admit it.

Paulina: Gotcha.

Rook: I did notice one O-mission in your files that piqued my curiosity.

Ben: Ask me anything. I'm an open book.

Rook: Tell me about "Feedback."

Ben flinched after hearing that name and so did (F/N).

Paulina: Honey? You okay?

(F/N): Yeah, yeah I'm fine. I just haven't heard that name in a… long time.

Ben: And that book's closed.

Rook: By all indications, Feedback was your most utilized alien form for a long stretch of time in your and (F/N)'s early career. Then suddenly and without explanation, your use abruptly ceased for good. Curious, no?

Ben: No. And I don't want to talk about it. And I didn't use him that much.

(F/N): Ben, that guy was like your… go to alien, for everything.

Flashback #1

Here we see (F/N) and the others, 5 years ago, in a high speed car chase as the driver turns on the booster and increases the car's speed as (F/N) and Ben sees this.

Max: We could really use Xlr8 for this one, you two.

Ben: Way ahead of you,

grandpa. It's hero time!

(F/N) turned into XLR8 while Ben turned into Feedback.

(F/N): *as XLR8* Uh Ben, wrong alien.

Gwen: (F/N)'s right, and how are you supposed

to catch a turbocharged getaway car with a living

extension cord, doofus?

Ben: *As Feedback* Doesn't matter how.

As long as I look good doing it.

We then see (F/N) jump out of the Rustbucket as she ran next to the car as she ripped off the steering wheel while Ben was running the electrical lines as he absorbed the electricity and shot it at the car.

Flashback #2

Here we see a house is on fire and the firemen are trying to put it out as we see the Rustbucket show up and (F/N) and Ben come out.

Ben: It's hero time!

(F/N) turns into Heatblast and Ben turns into Feedback, again.

(F/N): *As Heatblast* Wrong alien Ben.

Gwen: Yeah, Feedback absorbs electricity, doofus. Heatblast absorbs fire. Why do you like Feedback so much anyway?

Ben: *As Feedback* Um, because he's awesome and cool? But you wouldn't know anything about that, obviously, dweeb.

Gwen: Pbht!

Flashback ends

Rook: I would very much like to see this Feedback form of yours, Ben. Why will you not show him to me? *Doesn't get a response* Need I remind you that partnership is based upon mutual trust, and keeping secrets is detrimental to that trust.

(F/N): Rook, take it from me, if Ben doesn't want to talk about it he doesn't, plus it's a… touchy subject.

Paulina: Why?

(F/N): Well I'm not gonna say much, but for some reason, Ben always chose Feedback, no matter what situation it was he always chose Feedback. I don't know why he did, but he did. And even I don't know why he chose that alien so much back when we were kids.

Ben: *Notices something* Stop the car!

Rook backs up the truk as everyone sees a truk on fire.

Ben: Trust me.

Ben, (F/N) and Paulina come out of the truk and activate their Omnitrices or in (F/N)'s case her Ultimatrix.

Ben: Come on Water hazard.

Paulina: Please be Waterhazard.

Instead of WaterHazard they all turn into Heatblast

Paulina: *As Heatblast* Oh come on!

(F/N): *As Heatblast* Why?!

Ben: *As Heatblast* You know, Omnitrix, Heatblast is as not-waterhazard as possible.

Just sayin'.

We then see the trio go to the truck as they absorb the fire coming from it as Pakmar sees this.

Pakmar: You there! Stop it! *Notices the Omnitrix symbols* Ben and Jen Tennyson? And friend? Noooo!

Pakmar then immediately flors it and drives away.

Paulina: *As Heatblast* Hey! We're trying to save you!

Ben: *As Heatblast* Wait! We were trying to put a fire out!

We then see the trio fly after Pakmar's truck as they all jump onto the truck.

(F/N): *As Heatblast* Dude, slow down!

Pakmar: Go away! Leave Pakmar alone!

Or Pakmar call Plumbers on you all!

Paulina: *As Heatblast* He does know we work with the plumbers right?

Ben: *As Heatblast* It's us! Ben and Jen Tennyson.

Paulina: *As Heatblast* And Paulina Sanchez!

Pakmar: Pakmar knows Ben and Jen Tennyson. *Spits* You ruin Pakmar's new business venture. Again!

Paulina: *As Heatblast* Ruin? Your truck is on fire!

As Pakmar was driving we see Rook catch up with them and activates the speakers to his truk.

Rook: Attention, citizen! Pull over your flaming vehicle, or I will be forced to disable it!

Pakmar didn't listen and sped up.

Pakmar: No! Not flaming vehicle! Barbecue!

Can't you read?

Paulina: *As Heatblast* Some of us don't read alien.

Ben: *As Heatblast* Uh Rook.

We then see Rook drive in close as he uses his proto-tool to shoot one of the tires as it looses control and goes into the lake.

(F/N) and Paulina: *As Heatblast* Bad idea!

Ben: *As Heatblast* Bad idea on all fronts!

We then see the trio and Pakmar all fall into the lake.

Paulina: *As Heatblast* *Coughs* What the heck man?!

Ben: *As Heatblast* What'd you do that for?!

Rook: I put out the fire, did I not?

Ben: *As Heatblast* Yeah, you also put

out my fire!

(F/N): *As Heatblast* *Remembers* And the little guy's still trapped in his truck!

We then see the trio swim back down as they go to the truck and manage to ignite a fire cutting Pakmar out as Paulina and Ben pry it open and (F/N) gets Pakmar out of the truck and they all swim back to the surface and join up with Rook.

Pakmar: Ugh! Let go! Pakmar doesn't need your help!

The trio turn back normal as (F/N) drops Pakmar.

Ben: Now here's a guy with trust issues.

Paulina: *To Pakmar* And word of advice, open a business that doesn't make your place look like it's on fire.

(F/N): She's not wrong there.

Meanwhile on Galvan prime, we see the tour guide talking to Azmuth about what happened.

Tour guide: I know you're a busy Galvan, first thinker Azmuth. But given the evidence that "he" was here…

Azmuth: Much as I hate to say it, you were right to disturb me. Malware may yet be in the vicinity.

Alert the guards and have them conduct a thorough search. *Scans the Omnivoracious fosil* Curious.

Just then we see the doors close as Azmuth knows only one person could do this.

Azmuth: Malware.

Dr. Psychobos: Wrong! You Galvans think you know everything. But I, Dr. Psychobos, am about to p-prove the undisputed superiority of

the Cerebrocrustacean intellect.

We then see Zed is corning Azmuth.

Dr. Psychobos: Note the Mongrel's collar, Azmuth. Does it look at all familiar? How many centuries did it take you to perfect your greatest invention, the Omnitrix? It took m-me weeks to improve upon that perfection, and I use that term loosely.

Azmuth: Eh. Not bad. For a cheap knockoff. Besides, It took Jen Tennyson a day to build her own Ultimatrix at the age of 5 and a half.

Dr. Psychobos: You Galvans have always boasted that you've managed to outlive all your natural p-predators. Let's put that theory to a test, shall we?

Khyber whistles as Zed turns into Omnivoracious as Azmuth tries to run away and is now cornered.

Azmuth: Psychobos! Stop this nonsense!

Dr. Psychobos: That's Doctor Psychobos. And you concede the superiority of the Cerebrocrustacean intellect?

Azmuth: I concede that I don't care, Psychobos.

I concede that proving which species is smarter

is a colossal waste of time, energy, and resources.

Azmuth pulls out a remote and tries to teleport away but didn't work.

Dr. Psychobos: You don't think I took precautions

to prevent you from using that device to teleport out of here?

Azmuth: *reddies it*  Did you think to prevent me from teleporting anyone in? *Presses it again*

Meanwhile, we see Ben, as Humongaursaur, holding the truck, with Rook, along with Paulina and (F/N), as Water hazard, spraying the truck down.

Pakmar: Ugh! Put Pakmar's truck down!

Before you do any more damage!

Ben: *As Humungousaur* How could we possibly

do any more damage?

(F/N): *As Waterhazard* You really want me to answer that question?

Just then we see Rook and the others are enveloped in a green sphere as they were teleported and Pakmar's truck falls on the ground causing more damage.

Pakmar: Ughhh!

Back on Galvan prime, we see Ben, Rook, (F/N) and Paulina land on Omnivoracious.

Dr. Psychobos: Just like a Galvan to cheat!

Khyber: Perhaps you have been cheated. But I have just been handed an incredible stroke of good fortune. My ultimate prey, Ben and Jen Tennyson, are now trapped in this arena.

Dr. Psychobos: You will keep your focus on Azmuth!

Khyber: I am perfectly capable of, as the earthlings say, killing two birds with one stone.

We then see Khyber whistle as Omnivoracious gets up shaking off Ben, Rook, Paulina, and (F/N) as it changed to Tyrannopede

Paulina: *As Waterhazard* *Sees Azmuth* Who are you?

Ben: *As Humungousaur* *Sees Azmuth* Azmuth?

Azmuth: I'll explain everything later.

Ben: *As Humungousaur* You always say

that, but you never do.

The trio slide under Tyrannopede as she tries to get them but bumps into one of the exhibits.

Rook: *Picks up Azmuth* You are Azmuth.

I cannot believe I am in the presence of the greatest mind in the universe.

Dr. Psychobos: No, he is not! And I am about to prove it. That is, if a certain partner, and I use the term loosely, would learn to cooperate.

Tyrannopede shakes wildly as she looks down as we see the trio are back to normal as they all change into Ball Weevil

Paulina: *As Ball Weevil* Woah, okay what can this guy do?

(F/N): *As Ball Weevil* Ball weevil is like an alien dung beetle, only instead of dung, he can spit explosive plasma balls and roll on a ball collecting garbage making the plasma ball bigger.

Paulina: *As Ball weevil* Gotcha.

We then see the trio spit some plasma as they form into a ball and roll on it collecting the debris as they all charge at Tyrannopede.

Ben: *As Ballweevil* Eat exploding

gummy-ball thing!

We then see Tyrannopede change into Terrorantula as it shoots an electric web and catches the ball and knocks the trio into a wall.

Ben: *As Ball Weevil* Probably should

have seen that coming.

We then see the trio run away escaping Terrorantula.

Ben: *As Ball Weevil* Guys? A little help.

Paulina: *As Ball Weevil* Like right now!

We then see the trio are trapped by a web as they time out and change back.

Ben: Make that a lot of help.

Rook: *Remembers* Oh. Right. *Puts Azmuth down*  I must stop the hunter who controls

the Nemetrix with his whistling.

Azmuth: *Picks up a bone* Oh, is that all?

Cover me. I have a plan.

Rook: What about Ben, Jen and Paulina?

Azmuth: Eh. The kids can handle themselves. *Hops onto a table and sees the proto tool* Mind if I borrow this?

Ben: *grunts *Oh, give me someone

useful for a change!

Paulina: Anyone would be fine!

The trio changed into Big Chill as they all freeze Terrorantula.

Khyber: No shortage of predators to match my prey.

The ice shatters as Zed is now Hypnotick as she hypnotizes the trio as Rook sees what's happening.

Rook: Perhaps we should intervene?

Azmuth: *While turning the bone into a whistle* Relax.

Rook: I really think we ought to help Jen, Ben and Paulina.

Azmuth: Seriously? *Takes the whistle* You're going to argue with the greatest mind in three, possibly five galaxies?

Dr. Psychobos: Big deal! I am the greatest mind in

the entire universe!

We then see Hypnotick about to eat the trio but Azmuth blows the whistle making the same sound as Khyber's gills as Zed changes back as the trio snapped out of the hypnosis.

Khyber: He cheated. *Whistles*

Zed changes into Hypnotick as Rook and Azmuth run to them.

Azmuth: You four keep the Mutt busy.

I have a plan. *Gives Rook the whisle*

Rook blows the whistle as Zed changes back then Khyber whistles against as Zed changes back to Hypnotick and hypnotizes the trio as Rook blows the whistle and Zed changes back and is now exhausted.

Dr. Psychobos: Khyber! *Zaps him*  Stop these foolish games and c-concentrate on Azmuth!

Khyber: *Slams Psychobos against the glass window* *Growls* Never... do... that... again!

Paulina freezes Zed to the floor while Azmuth hops onto Zed and scratches behind her ear making her happy.

Dr. Psychobos: You dare defy the greatest mind in the universe? Then I will force you to cooperate!

Psychobos zaps Khyber's gills making him whistle forcefully as Zed changes into Omnivoracious as she flings Azmuth in the air and catches him in her beak.

Rook: Azmuth!

Azmuth: Don't just stand there! Throw me the whistle!

Rook does so and Azmuth catches it as Azmuth blows into it and Zed changes into an octopus like alien called Vicetopus.

Paulina: *As Big Chill* What is that?

Azmuth: Gentlemen and Ladies, meet Vicetopus.

The natural predator of all Cerebrocrustaceans.

(F/N): *As Big Chill* Programed Vicetopus DNA into a Nemetrix didn't you?

Azmuth: Something like that.

Azmuth blows the whistle again as it goes for Psychobos.

Azmuth: As smart as you claim to be, Psychobos,

I'm sure you knew that already. But do you know how to defeat him?

We then see Vicetopus grab Psychobos.

Dr. Psychobos: Ugh! Khyber! Help me! Whistle and call it off! *Dragged off screen*

Khyber: I'm sure the greatest intellect in the universe can outwit his mindless natural predator.

Azmuth: Who's a good predator? You are. Yes, you are.

(F/N): *As Big Chill* It's so cute how it's gonna eat the greatest intellect in the universe.

Ben and (F/N) fly up to see that Khyber has escaped as he joins up with the others.

Rook: So Dr. Psychobos is teamed up with Khyber.

The trio changes back.

Ben: Not anymore.

(F/N): Looks like your partner ditched you.

Dr. Psychobos: I knew we

never should have t-trusted him.

Paulina: What do you mean "we"?

Dr. Psychobos: Even with your

human brain's limited  c-capacity, surely you three could piece it together that Khyber

and I have been in league with...

Ben and (F/N): Malware.

Azmuth: I can't imagine how the three

of you managed to get past the Galvan planetary defenses.

Rook: When last we encountered Malware, he said that you two had already lost without even knowing it. I am part of Plumber special forces.

All of our ships have Galvan security codes.

He must have downloaded them from

my onboard computer memory core.

Ben: Where is Malware now?

Dr. Psychobos: And I should tell you why?

(F/N) snaps her fingers as Azmuth plays the whistle making Vicetopus squeeze Psychobos.

Dr. Psychobos: Ugh! All right.

Azmuth: Alright, that's enough boy.

Azmuth blows the whistle as Zed drops Psychobos.

Paulina: Uh, Mr. Azmuth sir, that's a girl not a boy.

Azmuth: And how would you know that?

Paulina: (F/N) has a pet Anubian baskurr herself, and I should know that and I took some alien biology lessons from my girlfriend.

(F/N): *Kisses Paulina* You're welcome.

Azmuth: Fair enough.

Ben: We need to find Malware.

Azmuth: Slow down, Ben. You don't want a repeat of what happened to Feedback.

(F/N): Yeah, it was… not a pretty site.

Rook: And what exactly happened to Feedback?

Azmuth: *To Ben* You never told your partner?

(F/N): You know it's a personal issue Azmuth, if Ben doesn't want to talk about it he doesn't have to and-

Ben: Okay, I'll talk.

(F/N): What? Are you sure bro?

Ben: Yeah, *sighs* Feedback was my go-to alien.

I don't know why I liked being him so much. He just felt different. Better. Like he was part of me.

Paulina: Like Danny being half ghost.

Flashback.

Here we see 11 year old Ben, as Feedback, in a junkyard drawing power from car batteries.

Ben: *As Feedback* Pull! *Throws the battery in the air and shoots it*

Ben was about to do it again but the Omnitrix times out and he turns back to normal.

Ben: Man.

We then see Ben walk to the campsite and goes into the Rustbucket where he sees Max, Gwen, (F/N), and Azmuth.

Ben: Azmuth? What are you doing here?

Max: We need to talk to you about Feedback. It's not healthy to grow too dependent on any one alien form.

(F/N): Plus it gets old real fast.

Azmuth: If you keep overusing the Conductoid DNA, it will have a detrimental effect on your ability to control other forms.

Ben: What? So don't use Feedback anymore?

Forget that!

Ben then runs out the Rustbucket in a huff as Gwen and (F/N) go out too.

Gwen: Ben, wait!

Ben: You made them say that, didn't you, Gwen? 'Cause you're so jealous you

can't turn into aliens like me and (F/N)

Gwen: You honestly think Azmuth

would listen to me or anyone else?

(F/N): You did this to yourself, Ben.

Ben: Me and (F/N) are the ones wearing the Omnitrixes. We can turn into whichever alien we want. And no one can stop us!

(F/N): Look Ben, I like Feedback as much as you do, but sometimes you gotta choose the right alien for the right job.

Ben: Et tu Jen? We're the heroes who can turn into aliens, and no one can stop us!

Malware: I beg to differ.

The trio jump out of the way of the blast which knocked the Rustbucket over as they all see it's Malware

Malware: I am here for Azmuth.

Ben: You picked the wrong

hero to mess with again.

We see Gwen lifting up the Rustbucket with a mana beam while (F/N) is helping her.

Gwen: So you pick the right hero, Ben!

Remember, the only time you ever beat him was as Diamondhead!

(F/N): *While Helping Gwen* Gwen's right, he can't escape through crystals!

We then see Ben change into Feedback.

(F/N): Oh you can't be serious.

Ben: *As Feedback: Yeah!

Gwen: This is no time to try

to make a point!

We then see Malware shoot another energy blast but Ben goes in front and absorbs the blast.

Ben: *As Feedback* Relax, Gwen. See?

What goes around comes around!

Malware: *Grabs Ben* Excellent suggestion.

(F/N): Ben!

Gwen: Come on, Ben! Turn into Diamondhead!

Quick! Before Malware...

Malware: Destroys the Omnitrix?

Malware grabs the Omnitrix making it shrilly beep and rips Ben and Feedback apart, literally.

(F/N): Woah…!

Malware: *Sees Feedback in his hands* My, my. Isn't this a surprising turn of events? If I am not mistaken, this seems to be your favorite alien, Ben Tennyson. Correct? Not anymore.

Ben: *Sees Feedback turn into dust* No!!

Malware: Though I am here for Azmuth, I wish to destroy him with his most precious creation.

The Omnitrix. Now.

Ben: *Tries to activate it but it doesn't work* You want it so bad? Here!

Ben then jams the Omnitrix into Malware's chest as he starts glowing green.

Malware: Aah! Yes. Yes! The power of the Omnitrix flows through me. It is me. *Feels something* No! It's overloading me! Stop!!

Max: Ben! Don't!

(F/N): Take cover!!

We then see Malware explode into bits as everyone watches.

Flashback ends.

Azmuth: Though we thought Malware was

destroyed, as a fail-safe, the Omnitrix would never accept DNA from the Conductoid species again.

Ben: That's what happened to Feedback.

And it was all my fault. Happy now?

Rook: I am sorry, Ben. I did not realize.

Paulina: Neither did I. I'm… sorry for your loss.

(F/N): *Pats Ben on the back* We all are.

Ben: Just forget it, all right? I wish I could.

We then see a smoke bomb is dropped as Rook activates the vacuum function of his proto tool clearing the smoke.

Ben: Malware?

Rook: Khyber. *Sees the Nemetrix is gone* And he took the Nemetrix.

Paulina: Well at least he didn't Psychobos.

Dr. Psychobos: That's Dr. Psychobos to you troglodyte!

Sometime later we see Psychobos being taken in by some guards and put into a cage.

Dr. Psychobos: Remove your inferior

Amphibian digits from my p-person! This is no way to treat your intellectual superior!

Paulina: *To Psychobos* Neeerd!

Guard: *Prods Psychobos* Get in dummy!

We then see Psychobos is now in the cage as we see the guards bringing in Zed.

Ben: What do we do now? Khyber and Malware are still out there.

Azmuth: We may yet convince the Mutt to sniff out his old master.

Dr. Psychobos: Enjoy your delusions of superiority while they last, Azmuth. Your entire species, and I use that term loosely, is about to become extinct!

Everyone looks to see Galvan B is being blown up much to everyone's shock.

To be continued.

Next: Chapter 52: Showdown Part 2